iSleepover
by seddie4thewin
Summary: Freddie discovers a certain blonde in the midst of a certain activity and joins her. Carly then walks in on them both. Not intended for young readers.
1. Chapter 1

**Alright, so before anyone crucifies me, let's all just pretend the gang is, like, a few weeks away from graduation which would make them all eighteen, alright? This one is going to get steamy, so be prepared!**

Freddie was spending the night on Spencer's couch. His mother had to go out of town and she insisted that he was not able to be on his own for a few days, despite the fact that he had done it before. Even though he was technically an adult, all of a sudden she didn't trust him alone without supervision by someone older than he was.

The girls were in Carly's room. Since Sam's mom had started seeing her latest boyfriend, Sam spent most of her free time at Carly's and spent the night more often than she didn't. Pam didn't want a grown kid around cramping her party lifestyle and Sam was only too happy to be out of there because the guy was sleazy and gross. Since they began their senior year, Pam had all but completely abandoned her daughter anyway.

There was, of course, no adult supervision at the Shay's because Spencer had got a text from a friend at one in the morning that a beavecoon had been spotted in the park near the airport so he gathered his gear, called Socko for backup and headed out with only a quick few word explanation to a half-asleep Freddie and a text to his sister as to where he was going. As soon as Spencer shut the apartment door, Freddie drifted back off to sleep.

 _Sam and Carly were sharing the brunette's bed, just like they always did, Carly lying on her back as usual and Sam beside her sprawled out all over the bed. There was plenty of room when they were younger, but now that they were grown, they had to sleep a lot closer each other. Sam's arm ended up draped across Carly's belly which was exposed due to the short tailed, spaghetti strap sleep top and low-rise shorts she was wearing._

 _The contact from the other girl's hand made Carly shiver a little. She snuggled closer the girl beside her and sighed softly which emboldened Sam to begin to tickle the soft, pale flesh with her fingertips. After a few minutes, Sam ended up with her hand under the sleep shirt, making her way up her friend's mid-section. She didn't stop until the side of her hand ran into a braless, perky, teenage booby._

 _After a few more minutes of tickling with her fingertips, Sam's hand was covered by Carly's and at first she thought the dark haired girl was going to stop her but she was surprised when she moved her hand to encourage the blonde to actually put her hand right over her small but impressive left tit._

 _Sam's finger tips continued their motion and before long she could feel her friend's nipple draw to a stiff peak from the stimulation. At this point she wasn't even sure if Carly was awake or just having a dream and not really aware of what she was allowing to happen. One thing was certain, Sam was having fun and she wished she could go a little further._

 _Her suspicions were soon put to rest when Carly turned her head and spoke. "Having fun groping me?"_

 _"Um, er, yeah. I uh, guess." Sam stammered, taken by surprise with her friend's seeming acceptance of what she was doing. "You?"_

 _"Oh yeah." Carly replied in a way that made Sam instantly horny. "Never any doubt."_

 _"You, uh, you wanna touch mine?" Sam asked, still unsure if her friend was completely awake._

 _Carly's hand ran across Sam's nice large chest and came to rest on her right boob. She gave it a slight jiggle and snickered at the motion it made. "Take your shirt off." Carly ordered. Sam wasted no time in sitting up slightly and removing the oversized T-shirt she was wearing to sleep in. She was down to a purple pair of boy-short style underwear, the style she almost always wore. Carly's top was also removed when Sam looked around, leaving her in nothing but the short-shorts she slept in._

 _The girls began touching and stroking at each other's breasts, Carly surprisingly being the first one bold enough to kiss her friend's tit. Sam soon gave Carly's a good suckle, right on the nipple, causing the girl to jump at the sensation. She had been felt up a time or two, through a shirt, but this feeling was definitely a first for her and it made her instantly wet._

 _Within a matter of minutes hands began to trail further down each other's bodies. Sam being the first to dip hers under the waistband of Carly's shorts and run her fingers through the small triangle of short, dark, curly hair._

 _Her move emboldened Carly to do the same herself, feeling only smooth skin as opposed to pubes. "Oooh, a bald eagle." She giggled, running her fingers down the length on Sam's sex. "Not a hair to be found. I always pictured you as having a bush that wouldn't quit."_

 _"Easier to keep clean that way." Sam said. "More sensitive, too."_

 _The two girls rubbed at each other's dainty, virgin pussies and began to kiss. After their kiss broke, Carly reached under her pillow, pulled out a nice long vibrating dildo and switched it on. Sam grabbed the shaft of the toy to sample it's vibrations and giggled at the feeling. It left out a dull buzz which sounded like a phone on silent mode. Carly slipped her shorts off and placed the vibrating device up against the length of her sex, right in between the swollen, wet lips. Now, other than her breathing the only noise was the hum of the sex toy._

 _Sam's face soon dropped nearer to Carly's nether region as the brunette rubbed the vibrator over her core and moaned softly. Sam's mouth hovered above her friend's pussy and she extended her tongue to touch the soft, wrinkly flesh. Her tongue barely made contact a few times and she kept stopping and starting again just to tease her friend. Carly was breathing heavy and pleading with her eyes for the blonde to stop teasing and just eat her out. Still the only sound was the buuuuuzzzzzzz of the toy._

Freddie jumped awake to the sound of his phone nearly vibrating itself off the coffee table. His mother sent him a number of texts to wake him for school even though it was only six thirty in the morning and school didn't start until nine. He quickly returned her message to keep her from calling, which he knew she would do if he didn't respond after the third text. He was just sitting up when he heard footsteps on the stairs behind him. It was then he discovered his arousal from the dream he had been having.

"Carly. W - what are you doing up so early?" He asked rubbing his eyes and stretching before pulling a pillow over the tent in his pajama pants.

Carly pretended not to notice but she saw the lump for a brief second before he covered it up. She wondered what he had been dreaming of to cause this reaction.

"Cinnamon rolls, remember?" Carly had volunteered to go to the bakery and pick up cinnamon rolls for the student council meeting that morning at school. "I want to get to the bakery early so I don't have to wait in such a long line."

"Early's fine but this is ridiculous. School doesn't even start for two and a half hours."

"Psh. You sound like Sam." Carly said with a chuckle. "Be back as soon as I can."

"I'm gonna grab a shower, do you think Spencer will mind of I use his bathroom?"

"Nah, just make sure it's a cold shower." She smirked causing him to blush.

Freddie took a minute to allow his condition to subside a bit and made his way to Spencer's bathroom with a handful of fresh clothes for the day. He laid the clothes on the sink and opened the shower curtain before turning on the water and adjusting the temperature. He removed his shirt and was about to slide his plaid pajama pants down his legs when he took notice that there was no shampoo bottle in the shower stall.

He looked under the sink and checked the closet to no avail. "Shoot!" He mumbled. "I can't take a shower without shampoo."

Without pulling on his shirt he turned off the faucet and headed upstairs, planning to borrow a bottle from Carly's bathroom. He always liked the scent of her hair and was not opposed to smelling like it himself, even if was a bit fruity.

By the time he reached the top of the stairs, he noticed Carly's bedroom door was open just a few inches. He knew Sam would be in bed, but he should be able to sneak across the bedroom floor and retrieve the needed product from the bathroom unnoticed if he was quiet enough. A few steps closer to the door and he heard a funny sound, like an electric razor. He paused for a moment in an attempt to determine its source but shrugged and moved ever closer to his friend's room.

Just as his hand made contact with the doorknob he froze in his tracks. The sound was emanating from Carly's room. It was now paired with the soft euphoric purrs of Sam's voice. The same sounds of pleasure she makes when she eats something she truly enjoys, inter-spaced with a soft grunt and a pant here and there.

'Holy chiz!' He thought to himself as he slowly, carefully, quietly pushed the door open far enough to get a good view of the bed and Sam lying upon it, legs sprawled wide, hips shifted upwards and naked as the day she was born. The girl was doing exactly what he suspected.

For a split second he thought about retreating but the sight was too much to walk away from. There on the bed, not ten feet from him was a beautiful girl, a girl he had many wet dreams about, naked, horny and masturbating feverishly using a foot-plus long, blue and white vibrating sex toy plugged into the wall socket next to the night stand.

The erection he experienced earlier instantly returned with a vengeance. He was well aware that getting caught meant being killed but his hormones overrode his fears and he continued to stare at his crush pleasure herself. This was a sight to put in the spank bank.

After three or four short breaths, her body tensed and her legs clamped together around the toy as she groaned in ecstasy, one hand holding the toy tight into her nether region, the other squeezing and kneading her own left breast. For nearly a minute she rode out the waves of her orgasm as Freddie stood there watching her, getting harder by the second.

Without missing a beat, she again opened her legs and re-positioned the vibrator against her now dripping wet sex. Her hips bucked a couple of times and she soon settled into a routine of moving it up and down, hitting all the good places rhythmically.

"Might as well come in and join me, Fredperv." She suddenly said without opening her eyes or even glancing his way. "I could use a hand."

He wanted to run, he tried to run, but his legs wouldn't move to either carry him to safety or further into the room as she requested. No sounds came from his lips other than and occasional breath and all he could hear was the solid pounding of his own heartbeat against the background noise of the toy.

"I wasn't asking. Get your nubby ass in here and help me out." Sam turned her head to look directly into his eyes. "Let's go."

Before he knew it, he was standing beside the bed with his hand on her nice, firm C-cup booby. Something he wanted to touch for a long, long time. He gently massaged the mass of flesh and slightly pinched the cute, pink nipple between his thumb and middle finger.

"Not so hard, they're sensitive." She ordered and he moved to softly pet at the other breast. "That's better." She flipped the switch on the device to a higher setting and again held it against her core moving it up and down her slit.

"They're really nice." He stated. "I've never touched a boob before."

"Big surprise there." She smirked. "You can pet something other than my tits if you want."

His hand drifted down over her belly and she left out a slight hiss as his index finger touched just below the small, tight patch of blonde curly hair. She was not totally bare as she was in his dream, but neatly trimmed the way he envisioned Carly with a small, fuzzy triangle and smooth, silky lips. His free hand rubbed a few strokes at his now painfully hard penis.

"Mmmm." She purred. "Touch it right here." She pulled the vibrator away and moved his hand to her sex with her free hand. She rubbed his hand up and down her slippery wet slit. "Curl your fingers a little bit, go in between the lips." She demonstrated exactly what she needed him to do.

He did as she ordered and out of instinct he dug two digits into her vagina and buried them to the third knuckle.

"Hooo, shit." She breathed heavy and he moved in and out of her body. "Fuck!" She bucked upward into his hand. "You're good at that."

Sam's hands were no longer needed to give herself pleasure so she switched off the toy and set about to freeing his dick from the confines of his pajama pants by pulling them down over his legs . Impressed at the size of it, she stroked and felt the organ for about a minute before twisting her body and positioning her mouth over its head.

For a girl who had never even touched a penis until a few minutes before, she was a natural at giving head. Freddie's breath hitched in his throat and he continued to attempt to pleasure her with his right hand all the while stroking her hair with his left, as he still stood along side the bed.

The pleasurable feeling of his fingers inside her was driving her crazy, still she knew her orgasm was not nearly as intense without some stimulation to the outside of her genitals. She felt around and grabbed the plug-in sex toy with her left hand, flipped its switch and held it against her swollen clitoris.

The motions of the boys fingers inside, the vibrations of the toy outside and his other hand once again squeezing her breast soon pushed Sam over the edge.

"Oh, Christ, Freddie! Freddie, yes, I'm cumming. Ohhh Gaaawwd." Sam pinched her eyes shut. "Cumming, cumming, cumming!" She moaned and panted. "Uh, hu, hu, huuu huuuuuuu!" Her legs again clamped shut and she doubled up making it hard for him to even remove his hand from her crotch.

Before her orgasm was fully done, she grabbed his cock with her hand and directed it back to her mouth, sucking and stroking it at the same time. Less than ten strokes later, he was ready to blow. Sam's orgasm giving encouragement to his own.

"Sam, stop, I'm gonna go. Oh shit, oh shit, I'm cumming. Wait wait wait!" He didn't want to finish in her mouth but he had to cum more than anything he had ever done. He was now past the point of no return and it was going to happen one way or the other, no matter the consequences. As she slipped the head out of her mouth with a pop he grabbed his own shaft and pumped several long, thick shots of semen onto her face and beautiful breasts. "Soo good! Shit! That's so fucking good! Daaammn!"

Freddie collapsed onto the bed beside her and tried to catch his breath, snuggling his head into her lower abdomen. Sam had flopped onto onto her back and was staring at the ceiling in the wonder of the experience she just had, literally covered in man milk.

"I guess you enjoyed yourself, huh?" Sam asked with a giggle, lifting her head to look down at him. "I know I did. Gheesh I'm a mess too." She saw her glazed tits and touched her cheek, feeling the goo on her face. "Damn, you got me good, dude. I'm all cummy."

"What the holy hell was that? What the chiz are you two doing?" Carly's voice screeched from the doorway. She entered the room, flipped on the light and stared at her two friends in the throes of post-orgasmic bliss, both completely naked and Freddie's hand dripping as wet as Sam's face and tits were.

"Kinda obvious, ain't it, Carls." Sam cracked, squinting at the bright light. "And can you turn off the goddamn light? It's too early for that shit."

"Sam, you've got a little something right, um, well it's actually a lot of something." Carly motioned to her own cheek. "And is that my vibrator? God, Sam, how did you find that?"

Freddie jumped up and tried to cover himself with his night pants to keep Carly from seeing his manhood, but he was doing a poor job of standing from lack of blood flow to his brain. He turned his back to the door, giving Carly a good look at his butt, making her stare for a second.

"It was in your underwear drawer, I was looking for a pair of um . . . "

"Panties." Carly finished her sentence. "And Freddie why are you so shy all of a sudden, I just watched you skull fuck my best friend."

"Carls! You know how I feel about that word." Sam pointed a cum coated finger at Carly. "Panties!" The blonde said with disgust.

Freddie was still pulling up his pajama pants to hide his softening manhood when he turned around, red-faced from embarrassment that Carly saw them in action.

"So you were rooting in my underwear drawer and decided to give my sex toy a whirl?"

"Meh, something like that." Sam smirked wiping the semen from her face onto Carly's sheets, never having gotten off the bed.

"Shit, Sam. My sheets." Carly whined. "What the fuck, dude?"

"Aw, you needed to change 'em anyway after the way I just came. Twice I might add. Full on squirt the second time, too." Sam said with a smirk. "Thanks to this guy. Hey, I bet this is the first time you've had boy cum on your sheets. Not the first time for my juices, though. I guarantee that. I've soaked your sheets more than once."

Freddie took a seat on the end of the bed and left the girls continue their discussion. This was getting too good to miss and he would be lying if he said he wasn't starting to get turned on again.

"Saaa-aaam!" Carly scolded. "How long have you been fapping in my bed? That's gross."

"Pretty much every time you go for a shower or something." Sam confessed. "What can I say? I get horny a lot. Especially the way you dress at night with your little short shorts creeping up over your butt cheeks and your tits all but hanging out." What she didn't admit to was that seeing Freddie's now muscular arms and tight butt helped make her hot, too.

Freddie raised an eyebrow at this little revelation and continued to pop a partial chub.

"And I know you do it, too. Night before last I could smell it all over the room when I came back from getting my snack." Sam half glared at Carly. "So don't try to make me feel like a freak, Miss Fappy McMasturbater."

"Sorry." Carly blushed. "You almost caught me the other night, too. I had to stash the Hitachi under my bed. I mean, if you had been like one minute earlier you'd have walked in on me mid orgasm."

"I saw it sticking out that night, it's how I knew you had it. And judging by how out of breath and flushed you were I thought I should try it. And I need you to tell me about that big black dildo in your bra drawer sometime, too."

"I've never tried it inside." Carly said with a blush, now sitting down beside Sam. "I just used the vibrating part on the outside. But it's actually not very strong compared to that thing." She pointed to the sex wand.

"Man when I first put that thing up against my pussy I thought I was gonna die." Sam threw her head back. "I have got to get me one of these."

"I know, right?" Carly gasped. "It only takes me like, two minutes to cum with that one."

"Really?" Sam gasped. "Can't you hold off longer than that?"

"Don't want to." Carly giggled. "But I usually go back for seconds. And sometimes thirds."

Their discussion had definitely caught the attention of their male friend. "Alright, so you two really expect me to believe you both masturbate regularly but you've never rubbed one off together?"

"Not as of yet anyway." Sam said with a smirk. "But I wouldn't mind trying. How 'bout you, Carls?" She put her hand on Carly's thigh. "Wanna experiment?"

The brunette's eyes widened as did Freddie's. "How about Freddie? Is he allowed to join us?" Carly asked, hoping she could see more of his naked body some day.

"Join us, help out, take pictures, hell if I care." Sam cracked and laid back on the bed maneuvering the wand toward her crotch. "I just need to cum again."

Carly grabbed the toy from her hand. "Not now, Little Miss Horny Pants. We'll be late for school and you two need to take a shower. You both reek of sex."

"Alright, alright, rain check on the threesome." Sam proposed.

"Can I borrow your bathroom for a shower?" Freddie asked innocently, leaning toward Sam. "Spencer's out of shampoo downstairs."

"A shower, huh? Now that sounds like fun." Sam grabbed at his dick through his pants. "You can wash my back and I can wash this for you."

"I'd rather wash your front." He pawed at her bare naked boob, running into his own semen. "Yech."

"How do think I feel, I'm the one that got the facial." Sam slyly kissed him, causing him to shiver at the thought of what covered her lips not five minutes ago. "C'mon Fredstud, shower time. Don't keep Mama waiting." She shooed him off the bed with her hand.

"No screwing in my shower you two." Carly stood in front of them and propped her hands on her hips.

"Oh-kaaay. No fucking." Sam whined and jumped off the bed, boobs jiggling as she headed for the bathroom, pulling Freddie by his cum-covered hand. "But no promises there won't be a blow-job."

Freddie turned his face to Carly and smirked, knowing what was in his near future.

"Great! Now I'm all horny." Carly moaned to herself. "Buuut. . . " She looked at her big, powerful vibrator lying on her bed, where Sam had left it. " . . . maybe I have time for just one."

 **Anybody agree with Carly? There will be a chapter 2 but I don't know when.**


	2. Chapter 2

**This one's going to start out mild and get crazy toward the end so be prepared.**

Chapter 2

The day of the 'encounter', the trio had a typical school day for the most part, even though they were nearly late arriving. The biggest thing out of the ordinary was Sam's attitude toward Freddie. The typical insults of 'nub', 'geek' and 'loser' were replaced by near civility. She was more than impressed at his skills in satisfying her and very surprised at the size of a certain part of his body. Without even realizing it, she slipped back into the mode of treating him like a boyfriend instead of a target.

Freddie, too was different toward Sam. He now looked at her as a sensual, and very sexual, woman rather than a demon whose sole purpose was to make his life miserable. On a group project earlier in the day, he even helped her with the part she was assigned so she could take a nap. He noticed her renewed attitude and couldn't help but think that his life would have been easier the last several years if he had just given her an orgasm back then.

Neither one cold explain it, but it was almost as thought they had decided to get back together without saying a word. This was something both of them desperately wanted yet neither was willing to admit. Maybe rather than express themselves with words, using actions was better for them.

By lunchtime, their friends and classmates had begun to catch on to how both their actions had changed so quickly. Of course, Carly was the only one aware that an hour before school that morning Freddie's dick had been in Sam's mouth. And likely more than once as long as their shower lasted.

The group were joined at their usual lunch table by Gibby, Wendy and her latest crush, Hunter. As he got up to dump his trash, Freddie even offered to take Sam's empty tray with him. Not that him taking the tray was unusual, but he normally had to be forced into it, today he volunteered. Freddie was dumping the trays and Sam had jumped up for a quick bathroom stop before the end of lunch leaving the other four at the table to talk about them.

"So what's up with Freddie and Sam?" Wendy, being the nosey person she was, inquired to Carly.

"Yeah, why the heck are they being all nice to each other?" Gibby asked. "She didn't even flick peas into his hair today. This is the first time since middle school she hasn't done that on pea day."

"Got me." Carly shrugged, not wanting to let the others in on what she had witnessed that morning. Or what the three of them had discussed for that evening. Wendy just glared at her, knowing the brunette knew something, but wasn't talking.

When Freddie came back to the table, he returned with two pudding cups. "Look what they're giving away." He announced proudly like he'd just found a ten dollar bill.

About that time, Sam returned to her seat from the restroom and he slid one in front of her.

"Thanks." She said and ripped the lid off the container.

The others just looked at each other and then stared at the two eating their pudding like they were both sprouting new heads. Freddie giving Sam something without being forced? Sam saying 'Thanks'? This was all too weird.

Wendy broke the silence. "Nice of you to bring us pudding cups, Freddie."

"Yeah, man." Gibby reiterated. "And after I covered for you in gym a while ago."

"Sorry. They'd only give me two." He defended and glanced sideways at Sam who had a cheeky grin with the knowledge that he thought of her before the other people.

The remainder of the day went smoothly. There was even a pep rally the last period of the day and Sam and Freddie ended up beside each other on the bleachers, something that didn't go unnoticed by other people, especially gossip queen Wendy. She was determined to find out what was up. Other students had begun to circulate rumors about the resurrection of Seddie.

As they were at their lockers preparing to go home for the weekend, the red head walked up to Sam. "Alright, Sam. It's just you and me, what the crap is up with you and Freddie? You're being awfully nice to each other. Spill it."

"I don't know what you're talking about." Sam said coldly with a shrug and pulled on her jacket. "He just didn't do anything to wazz me off today." What she failed to mention was that she had been horny for him all day and picturing his naked body.

"Come on, Puckett. I'm not stupid. You haven't tormented him and then there was the pudding cup chiz. I almost expected him to pull your chair out for you or hold doors open. You two aren't dating again are you?"

"Me? Freddie? Nah. And even if we were it's not like it's anybody else's damn business. The last time everyone made a big deal out of it and sabotaged us. Just let it go and don't try to read so much into things." Sam glared at her. The blonde wanted to date Freddie but she certainly wouldn't admit it, especially to a gossip monger like Wendy.

Gibby, Freddie and Carly walked up to Sam's locker where she was now in a stare down with the red haired gossip girl. "Ready to go, Sam?" He asked. "Carly said she needs to stop at the office supply place and I was hoping since we're already going to be over at the mall I could stop at the Pear store to check out the new wireless camera for the Pear 8000 laptop. They're supposed to be coming in today."

"Cool." Sam said with a smile as she walked off with her two friends, leaving Gibby with Wendy. "Later, Wendy. Gibbs."

"What the frick just happened?" Gibby asked. "He gave her a golden opportunity right there, talking about tech stuff. And all she can say is 'cool'. What about calling him a geek or computer nerd or the wedgie? There was no wedgie."

"Um, Gibs you're as big of a nerd as Freddie, you know that, right?" Wendy reminded him, before being joined by her boyfriend.

"Yeah, but I don't deny it like he does. I'm a proud nerd. Gibbehh!" He announced before running off.

* * *

The three friends arrived at the mall in Carly's car. As they walked toward the door, Carly announced her plan. "Alright, Freddie you go look at your tech thingy in Pear and Sam and I will go off to Paper Clips for my poster board and stencils. We'll meet back here in half an hour."

"Um, Carls. I'm actually gonna head down that way with Fred-head. I need a new charger for my phone. He can help me make sure I get the right one."

"Oh, yeah, uh sure, Sam." Carly was surprised Sam actually wanted to go to the tech store with the boy. Normally she wouldn't go near the place. Maybe this was just her way of getting him to pay for the thing.

"How about we meet at the food court?" He suggested. "You know, since it's right next to the Pear store. Sam probably wants to hit up the Wing Shack anyway. I sure could go for a milkshake."

"It's like you read my mind." Sam grinned. "You buyin'?"

He rolled his eyes. "Do I have a choice?"

The brunette nodded and went off in the direction of the office supply place while the other two went their way. Some time later Carly walked into the food court and noticed her friends had already found a seat, right next to each other, not across from one another like they usually sat.

"Well, if it isn't Mr. & Mrs. Benson." Carly teased walking up to them, earning her a stink eye from both her friends. "Please tell me you two aren't going to be all lovey-dovey with each other just because of, you know." She said the last part quietly so no one nearby would hear and catch on.

The other two just looked at each other and shrugged. While they had been behaving differently all day; neither wanted to admit they were really doing it, or why.

Sam slurped down the last of her milkshake. "So, you guys about ready to go back to Carly's for that threesome? I'm getting pretty antsy, here."

Carly turned a deep red as two guys walking past their table looked right at her, having obviously heard every word. "Sam! Holy hell!"

Freddie and Sam broke out laughing. "Told you she'd freak if I said that." The blonde cracked to Freddie. "You owe me another milkshake."

"I like your milkshake." Freddie slyly bumped Sam's left boob with his wrist as he stood up, causing Carly to now admonish him.

"Freddie! Stop that! People are watching. I swear you two have gone insane."

"Ah, lighten up, Carls. It's all just good fun." Sam smirked. "Especially the blowjobs, right Frednuts."

Now it was his turn to turn red.

* * *

A short while later, Carly had just parked in the tenants' parking lot at Bushwell when her phone buzzed in her pocket. She looked at the message. "Oh, God. It's Spencer." She quickly read his text.

"What's up with Spence? Is he in the emergency room again?" Freddie leaned up between the front seats where the girls were riding.

"Worse. He's in Canada!" Carly announced. "One of his buddies took him up there to fish, because there's supposed to be some big, gigantic, prehistoric salmon or something. He won't be back till Sunday."

"Tell him to bring me back some Fatcakes." Sam said with wide eyes. "Canadian Fatcakes are the best."

Carly set about to returning her brother's message as the three got out of the car and walked into the building.

"Hey, no texting in the lobby." Lewbert screeched. "Text at home."

"Shut up or I'll fuck Freddie on your desk." Sam shouted back.

Lewbert's mouth dropped open and Carly turned red again.

"She's joking, Lewbert." Freddie tried to cover up her comment so the doorman wouldn't say anything to his mother. "Go back to sleep before you hurt yourself."

"I wasn't joking." Sam cracked over her shoulder to the be-warted little man as they headed toward the elevator.

They entered Carly's apartment and dropped their school bags onto the couch. "So, I guess we're on our own for the weekend." Carly announced.

"Just don't tell my mom, she'll freak for sure." Freddie frowned. "I was supposed to be staying here so there would be adult supervision."

Carly just snickered. "That's so cute. She thinks Spencer is adult supervision."

"Well, I'm thinking about adult things, that's for darn sure." Sam smirked and rubbed herself up against Freddie. "Let's go upstairs and have some fun, big boy. I've been itching for that nice big dick of yours all day." Sam was ready and raring to go for some more action and she had unwittingly been acting like it all day. "Mama's all horny." She whispered in his ear.

"Alright, you two. That's enough PDA for one decade. If you're going out, alright. If you're some kind of friends with benefits, fine. If want to keep it a secret, that's your business; but lets try to keep from groping each other in public, alright?" Carly scolded. "People were watching us in the mall and I saw you grab each others ass more than once on the way to the car."

"Like Sam said, it's all just in fun, Carly." Freddie said. "We're not hurting anyone. And Sam does give a pretty good blowjob. Not that I have anything to compare it to, but still."

Sam smirked at the boy, proud of herself, before turning to Carly. "Besides I thought you wanted in on the action too." Sam slapped the brunette's butt. "Don't act all prudy on us, you were all gung ho for it this morning."

"Oh my God! Were you serious? I thought we were just joking around." Carly blushed again. "I mean, yeah, I could use some action but . . . "

"You think I'm joking now?" Before Carly knew what happened, Sam cut her off and ran her hands over the brunette's tits. "And I really want to get together with Freddie again, so don't mess this up for me, alright?" She whispered the last part in her friend's ear.

"And you still want me there, too?" Carly hesitantly touched Sam's ample chest and whispered.

Sam just shrugged. "Why not."

The sight of his two female besties groping made Freddie instantly hard and he simply stared at the two with an open mouth and adjusted himself inside his tight jeans.

"C'mere, Fredbag." Sam motioned towards him. "I never got to give you this from this morning." With that she threw her arms around his neck and kissed him deeply. "Mmm, yeah. That's what I'm talkin' about. Man, you kiss better than ever."

"D - don't you th - think w - we should do our homework f - f - first?" Carly stuttered. Between the grope from Sam and watching her friends kiss, she was turned on but very unsure as to what to do about it. Luckily for her, Sam took control.

"Since when do I worry about homework? Besides, we've got all weekend. Now let's head upstairs and pick up where we left off this morning. And don't try to tell me you're not turned on." She poked a finger into Carly's chest. "Those hard little diamonds you call nipples say otherwise."

Carly just blushed and covered her chest with her hands.

A minute later the three entered Carly's bedroom, Sam and Freddie all over each other. Carly was still nervous and unsure of what was going to happen as her friends hit the bed, the blonde shoving Freddie onto his back, straddling him and grinding her groin into his. "Damn, he's hard as a rock. Check this thing out Carls." Sam motioned her to come over, too.

As Sam dismounted Freddie, she made a suggestion. "Alright, you guys get one kiss. So make it a good one. After that his lips are mine, got it?" Sam dismounted the boy and gave her two friends one free pass. After that, she made it clear that Freddie was off limits to the brunette, as least as far as his lips went.

Sam knew that Freddie would never be satisfied with a girl like Carly and she'd also heard the rumors that her bestie had a reputation as a somewhat uninspired kisser. Letting him get a kiss with Carly out of his system would not only ensure he was over her, but would just maybe give Carly some much needed practice.

Carly and Freddie shared what could be described as a deep, but far less passionate kiss than he had with Sam.

"Whoa." Carly muttered and touched her mouth with her hand when they broke apart. "I wish I had done that years ago. Where the hell did you learn to kiss like that?"

Sam just smirked, knowing how good he got at kissing when they went out before.

While her friends were locking lips, Sam had pulled off most of her clothing and was digging in Carly's dresser for the sex toys. She bounced, boobs jiggling, onto the bed with a toy in each hand. "Ready to get started?" The only thing Sam still had on was a pair of red underwear that she had borrowed from Carly and they were a little tight over her nice, round bottom. "Plug this in Freddie." She shoved the plug end of the sex wand at him and laid back onto the pillows.

"Hey, you're not gonna hog my special toy are you?" Carly pouted, slowly removing her shirt.

"Nah, I just need a quick one and then you can have it. I mean, check it out I've been wet all day." She rubbed the panties around over her swollen sex, showing off the damp crotch of the cotton underwear. "I swear I've never been this wet. Not even after watching porn online half the night."

Freddie plugged in the Hitachi and pulled off his own clothes. He then joined Carly, now down to her bra and panties, in sitting on the bed rubbing at Sam's inner thighs as the blonde ran the magic wand over her core.

Sam was getting close and moaned slightly at the tingling of the vibrator up against her clit. "Guess it's time to lose these." She slid the damp, red underpants down her legs and flung them at Freddie. "C'mon, Carly. You're the only one not naked here."

Carly broke herself out of the trace of staring at Freddie's hard cock and reached behind her back to unhook her bra as he slipped two fingers into Sam's pussy. The blonde soon repositioned the toy against her bare skin and resumed her pleasure. Carly pulled the bra off her shoulders and stood to remove her panties. She had never been totally nude in front of either of her friends before. Even though she and Sam had seen each others breasts on rare occasion when changing for gym class or bedtime, they never made a habit of it.

"Nice bush, Shay." Sam smirked looking at the tuft of dark hair located just above her slit.

Carly blushed. "I tried shaving it off, but it got so freakin' itchy it drove me crazy."

"I know, shaving is just nasty with the bumps and razor burn and then the stubble when it grows back. That's why I wax. I hate to admit it, but mom was right about that one." Sam said as Freddie cringed at both the thoughts of applying hot wax to the genitals and Pam Puckett's hairless twat. "You should try it, it isn't so bad. I can help you sometime if you want. They make these home waxing kits, all you do is microwave the little packet and spread it on. It's really not so bad. Kind of a turn on, well, at least until you rip out all your pubes."

"I don't know, I kinda like my little fur pie, how about you, Freddie?" Carly fluffed at the hair with her finger tips like she was teasing a perm.

"It's cute, but I really like Sam's smooth lips." He had been playing with that part of her the whole time.

"Yeah, and it's so much more sensitive without hair." Sam continued to rub at her clit with the toy. "Seriously. I can get off with the slightest touch."

"Well, maybe I could use a little trim down here on this part." Carly ran her hands over her outer lips. "I - I guess you can help me with that sometime."

"Good, that's settled. Now somebody suck on my titty." Sam ordered, shaking her breast. Freddie wasted no time in suckling her right boob. Carly slowly moved toward the left one and began to kiss and suck at the hard, pink bud.

"Oh, Gaawwd!" Sam moaned. "That's it, that's it, I'm cumming. Oh, Ohh, OOOHHHH!" She clamped her legs together around the toy for a little while before her breathing began to return to normal. "Damn, that was fuckin' intense!"

"Wow, that _was_ a strong one." Freddie was all wide eyed. "Gheesh, my hand is soaked."

"OK, my turn." Carly pushed Sam aside and flopped down beside her, grabbing the toy for herself. "This one's gonna go fast, I can already feel it." She placed the toy against her mound.

Sam began to tickle her finger tips over Carly's belly and chest before dropping them down to her now slick, wet vagina. "Damn, she's really wet. Check it out, Freddie."

"Nothin' like yours, babe." Freddie touched the brunette's wet slit and curled his fingers into her body as he did with Sam moments earlier. He dipped a single finger deep into her hole and Carly let out a soft hiss. "Ooooh, yessssss! Gnnnnh-nnnnnh-nnnnhhh!" She bit her lip, left her orgasm overtake her and shook with pleasure for almost a full minute. "Oh, stop, stop, stop." She begged Freddie to take his finger out. "Freddie, please stop!"

"Key-rist! That was some shit." Sam smirked.

"You're telling me." Carly sighed before Sam leaned down and kissed her full on the lips. "Oh my gosh, I think I squirted."

"Yeah you did." The boy verified. "You both did!"

"Good job, dude. You made two girls squirt in one session. Guess we have to take care of this for you now." Sam had already taken hold of Freddie's throbbing hard, nearly eight inch long dick. "Lay back, Freddie, time for a BJ from Mama." She stroked at his rod and licked her lips like she was staring at a bucket of fried chicken. "Damn, look at this monster. I might need some help here, Carls."

"Psh. You did alright all by yourself this morning if I remember correctly." Carly still acted like she was afraid of the penis. "I don't think you need any help from me."

"Come on. It won't bite, I promise." Sam said and kissed Freddie hard. Then she lowered her head to his dick and took it in her mouth. She bobbed her head up and down a few times and left it come out with a pop. "Yummy! You've got to try it, Carls."

"I - I don't know." She stammered. Carly had an older boyfriend pressure her for a blow job a few months ago but she chickened out and just used her hand. The guy broke up with her right after that. "I'm not sure if I know how. And then there's that snotty goo that comes out. Gross." She remembered getting it all over her hand and thought it was the nastiest thing ever.

"Giving head's easy. I never did it until this morning. But I did OK. Right, Freddie?"

"It wasn't just OK. It was frickin' fantastic. Both times" He sighed and threw his head back while Sam stroked his shaft with a tight grip.

"Here, I'll even hold it for you. Just suck on it like it's a big popsicle. I big, juicy, warm popsicle with cream filling." Sam held it toward her friend.

"Ugh. That's the part I'm worried about." Carly made no move toward the organ. "I don't want that slimy stuff in my mouth. Blech."

Sam offered a solution. "Come on, I'll do it with you. Warn us when you're gonna go, alright?" She said to Freddie. The two girls each took a side of the dick against their lips and began pleasuring the young man.

Freddie was in heaven. Never in a million dreams, did he think that his two best friends would be sharing his dick. As he lifted his head and watched them worship his manhood, he felt his edge getting closer. "Phew. You guys better slow down. I'm gonna cum soon."

"That's it, Carls. Suck that dick." Sam encouraged her friend as Carly finally took the head into her mouth for a few seconds. "See, you're a natural."

"Don't get it on my face." Carly cringed. "You can - I guess you can put it on my boobies."

"Yeah!" Sam gasped. "That sounds like fun. Here, get up a second, stud. Lay beside me, Carly." The two girls took up position side by side with their heads hanging out over the end of the bed. Sam motioned for him to move in and she ran her hand up to massage his dick. "Let's milk him." She snickered and pulled at him like she was milking a cow. Carly's hand soon joined Sam's in caressing the penis.

A few minutes of stroking later, and Freddie could take no more. He moved his right hand from Carly's chest and began to stroke at himself.

"Fap on that dick for me big boy." Sam purred and gently squeezed at his balls. Carly just looked on in awe of what was going on above her and gently rubbed herself.

Freddie's knees began to tremble and he soon left out a groan. "Oh, Gaaawwwd!" Thick spurts of man milk pumped out and fell onto Sam's ample chest. He moved over to be able to target Carly, but she was definitely spared the worst of his semen's wrath. He collapsed to his knees beside the bed. "Holy shit!"

Sam rubbed the sperm into her own chest and then touched Carly's boob with her sticky hand. "You didn't get enough on your boobs." She cracked. "My mom told me it makes 'em grow."

"I still say that stuff's gross. But I need all the help I can get." Carly replied, still rubbing at her sex.

"Well, in that case." Sam now straddled her friend and rubbed their tits together, all four nipples now hard with excitement. "Here you go, Cupcake."

"This was too much for Carly and she squeezed her eyes shut with a load "OOOHHHH!" as she rubbed herself and came a second time.

"Get me that dildo." Sam pointed to the sex toy they hadn't yet used lying on the night stand. "I want to try it."

Freddie, now hard again, reached for the toy as ordered, wishing he could be going inside her.

"Sam. I thought you were a . . ." Carly looked at her funny. "That's why I never put it in mine."

"Well, maybe I can find something else to go inside." She dropped the dildo and grabbed the boy's cock, now throbbing hard again. "I really need something in there. You ready to help me out?"

"Are you sure?" He asked. "I mean, I'm ready, but if you want to wait."

"Hell, yeah. We are going out again, right?" Sam said. "So let's fuck."

"Oh, God yes! Yes to everything." He replied with wide eyes. "But I don't have any, um, protection so we can, you know, do it."

"OHGODDAMMIT!" Sam exclaimed in frustration. "I need laid!"

"It's alright, I've got some in my desk drawer." Carly told them. "Spencer insisted when I went out with that college guy last fall."

Freddie pulled open Carly's drawer and took out an unopened pack of condoms.

"I hope it fits this huge thing." Sam kept pulling at him. "You've got a pretty big package here, so don't beat my pussy up too bad. I'm still a virgin, at least for now."

He stripped a bright yellow condom over his dick and positioned himself between Sam's legs. They kissed and groped at each other for a minute as Carly watched on. Soon Sam maneuvered their bodies together and was rubbing his hardness against her pussy.

With one swift motion, the penis was completely slid inside her slick, wet love tunnel and he began to move in and out, going deeper each time. Sam panted and gasped at the new feeling but was so turned on she hardly noticed the searing pain of being torn open.

Soon, Sam's fingers made her way to her own clit and she furiously rubbed herself while Carly and Freddie massaged and teased her nice big breasts. This continued for several minutes before Sam began to buck upward into him. "Harder, Freddie. Fuck it hard." She demanded. "Harder! Harder!"

He slipped her legs further apart with his arms and began to ram into her hard and deep as she asked. Within less than a minute, he could feel his end building and panted with each stroke, trying to will off his own orgasm until Sam had cum again. Her hand moved continually faster and soon she too was feeling a euphoric approach.

The two came together, Sam starting first and her convulsions carrying Freddie over the edge. His hot seed filled the condom and Sam quivered at the feeling of warmth inside her body. They collapsed into each others arms, kissing and petting and ended up cuddled together right in the middle of Carly's bed.

"Damn, that was, that was . . . " He panted.

"Unbelievable." Sam gasped.

"Hey you guys, scooch over, make room for me." Carly slapped at Sam's bare bottom and ended up lying beside them with an arm thrown over Sam's waist.

After a few minutes of catching their breath, Sam was the first to speak. "Well, as much fun as this is, I need something to eat. We can snuggle later."

"I need a shower." Carly announced. "And some fresh sheets."

The three teens met up in the Shay's living room a half hour later. Sam and Freddie were on the couch, her sitting across his lap, munching on an apple.

"So, you two are really back together?" Carly asked. "Or just friends with benefits?"

"Oh, we're definitely back together alright." Sam replied. "But if you want to be our friend with benefits, no objection here. Freddie?"

"I'm good with that." Carly smiled and sat down beside them.

"Mmmm, me too." Freddie nodded and kissed Sam.


End file.
